SEC Comment Letter for iQSTEL Inc (IQST) (CIK 0001527702) (IQST) — Apr 25, 2019
iQSTEL Inc (IQST) (CIK 0001527702)
Date: April 25, 2019 · CIK: 0001527702 · Accession: 0000000000-19-007563
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-10950
Letter
April 25, 2019 Leandro Iglesias Chief Executive Officer iQSTEL Inc. 300 Aragon Avenue, Suite 375 Coral Gables, FL 33134 Re:iQSTEL Inc. Offering Statement on Form 1-A/A Filed on April 15, 2019 File no. 024-10950 Dear Mr. Iglesias: We have reviewed your amended offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provide in response to these comments, we may have additional comments. Amended Form 1-A Filed on April 15, 2019 Management's Discussion and Analysis Liquidity and Capital Resources, page 6 1.Disclose the total amount of your debt. Use of Proceeds, page 20 2.We note your inclusion of the website for SwissLink Carrier AG. Revise your disclosure to clarify whether you are incorporating the contents of the website into the offering statement. 3.Disclose the material terms of your purchase agreement for SwissLink Carrier AG.
FirstName LastNameLeandro Iglesias Comapany NameiQSTEL Inc. April 25, 2019 Page 2 FirstName LastName Leandro Iglesias iQSTEL Inc. April 25, 2019 Page 2 Financial Statements, page F-1 4.We note it is your intent to acquire the capital stock of SwissLink Carrier AG. Please refer to 8-04 of Regulation S-X and provide audited financial statements of SwissLink Carrier AG, if required. Please also refer to 8-05 of Regulation S-X and provide pro forma financial information to give effect to the acquisition, if required. If you believe that it is not necessary for you to provide this information, please explain to us why in sufficient detail. We refer you to the disclosure requirements of Form 1-A, Part F/S(b)(7)(iii). 5.We note under Use of Proceeds you have signed a Letter of Intent to acquire the capital stock of a Mid-West based Telecom company. Please refer to 8-04 of Regulation S-X and provide audited financial statements of this to be acquired business, if required. Please also refer to 8-05 of Regulation S-X and provide pro forma financial information to give effect to this business combination, if required. If you believe this information is not required, please explain to us why in sufficient detail. We refer you to the disclosure requirements of Form 1-A, Part F/S(b)(7)(iii). Exhibits 6.File the purchase agreement for SwissLink Carrier AG as an exhibit. 7.Refer to Sections 2.03 and 2.06 of the subscription agreement. Remove the requirement that subscribers represent that they have "read" or "understood" the offering circular and any part thereof. Also remove the last sentence in Section 2.06, as investors are entitled to rely on information you have provided, including disclosure in your offering statement regarding the company's business or prospects and its financial condition. 8.We note that you have included an indemnification clause in Section 3.10 of the subscription agreement, which requires an investor to indemnify, defend and hold harmless the company and various representatives and management. Please revise your offering circular to highlight the indemnification provision in more detail and explain how it applies to investors. For example, clarify under what circumstances and for what amount an investor should expect to indemnify the company and its representatives.
FirstName LastNameLeandro Iglesias Comapany NameiQSTEL Inc. April 25, 2019 Page 3 FirstName LastName Leandro Iglesias iQSTEL Inc. April 25, 2019 Page 3 You may contact Christie Wong, Staff Accountant, at 202-551-3684, or Robert S. Littlepage, Accounting Branch Chief, at 202-551-3361, if you have questions regarding comments on the financial statements and related matters. Please contact Paul Fischer, Staff Attorney, at 202-551-3415, or Kathleen Krebs, Special Counsel, at 202-551-3350, with any other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc: Scott Doney
Show Raw Text
April 25, 2019
Leandro Iglesias
Chief Executive Officer
iQSTEL Inc.
300 Aragon Avenue, Suite 375
Coral Gables, FL 33134
Re:iQSTEL Inc.
Offering Statement on Form 1-A/A
Filed on April 15, 2019
File no. 024-10950
Dear Mr. Iglesias:
We have reviewed your amended offering statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Amended Form 1-A Filed on April 15, 2019
Management's Discussion and Analysis
Liquidity and Capital Resources, page 6
1.Disclose the total amount of your debt.
Use of Proceeds, page 20
2.We note your inclusion of the website for SwissLink Carrier AG. Revise your disclosure
to clarify whether you are incorporating the contents of the website into the offering
statement.
3.Disclose the material terms of your purchase agreement for SwissLink Carrier AG.
FirstName LastNameLeandro Iglesias
Comapany NameiQSTEL Inc.
April 25, 2019 Page 2
FirstName LastName
Leandro Iglesias
iQSTEL Inc.
April 25, 2019
Page 2
Financial Statements, page F-1
4.We note it is your intent to acquire the capital stock of SwissLink Carrier AG. Please
refer to 8-04 of Regulation S-X and provide audited financial statements of SwissLink
Carrier AG, if required. Please also refer to 8-05 of Regulation S-X and provide pro
forma financial information to give effect to the acquisition, if required. If you believe
that it is not necessary for you to provide this information, please explain to us why in
sufficient detail. We refer you to the disclosure requirements of Form 1-A, Part
F/S(b)(7)(iii).
5.We note under Use of Proceeds you have signed a Letter of Intent to acquire the capital
stock of a Mid-West based Telecom company. Please refer to 8-04 of Regulation S-X
and provide audited financial statements of this to be acquired business, if required.
Please also refer to 8-05 of Regulation S-X and provide pro forma financial information to
give effect to this business combination, if required. If you believe this information is not
required, please explain to us why in sufficient detail. We refer you to the disclosure
requirements of Form 1-A, Part F/S(b)(7)(iii).
Exhibits
6.File the purchase agreement for SwissLink Carrier AG as an exhibit.
7.Refer to Sections 2.03 and 2.06 of the subscription agreement. Remove the requirement
that subscribers represent that they have "read" or "understood" the offering circular and
any part thereof. Also remove the last sentence in Section 2.06, as investors are entitled to
rely on information you have provided, including disclosure in your offering statement
regarding the company's business or prospects and its financial condition.
8.We note that you have included an indemnification clause in Section 3.10 of the
subscription agreement, which requires an investor to indemnify, defend and hold
harmless the company and various representatives and management. Please revise your
offering circular to highlight the indemnification provision in more detail and explain how
it applies to investors. For example, clarify under what circumstances and for what
amount an investor should expect to indemnify the company and its representatives.
FirstName LastNameLeandro Iglesias
Comapany NameiQSTEL Inc.
April 25, 2019 Page 3
FirstName LastName
Leandro Iglesias
iQSTEL Inc.
April 25, 2019
Page 3
You may contact Christie Wong, Staff Accountant, at 202-551-3684, or Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361, if you have questions regarding
comments on the financial statements and related matters. Please contact Paul Fischer, Staff
Attorney, at 202-551-3415, or Kathleen Krebs, Special Counsel, at 202-551-3350, with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc: Scott Doney